Victoria’s Secret Faces Pressure for Board Changes from BBRC

Victoria’s Secret is facing renewed pressure from its major shareholder, BBRC International, which has called for significant changes within the company’s board. On October 3, 2023, Brett Blundy, the founder of BBRC and an Australian billionaire, requested the removal of Chair Donna James and sought a seat on the board for himself. This move comes as shares of Victoria’s Secret experienced a decline of approximately 2 percent in early trading, following a report by The Wall Street Journal detailing the investment firm’s letter to shareholders.

BBRC has held a stake in Victoria’s Secret since 2022 and currently owns about 12.9 percent of the company’s shares, making it the second-largest investor, according to data from LSEG. The firm has been advocating for board changes for the past two years, arguing that a restructuring is necessary for the company’s future success.

In the letter, which has now been made public, Blundy emphasized the importance of his potential appointment, stating it would “fill key gaps and boost market confidence.” He further warned that if the board does not demonstrate a willingness to engage constructively, BBRC plans to initiate a director replacement at the next annual meeting of stockholders, scheduled for next year.

This latest call for change follows a series of actions taken by the company. In May, after BBRC increased its stake, Victoria’s Secret established a shareholder rights plan, commonly referred to as a “poison pill,” to protect against hostile takeovers.

The situation is compounded by the involvement of other investors. In June, the activist investor Barington Capital Group, based in New York, also urged the company to reconsider its board composition and discontinue the “poison pill” strategy. As the landscape evolves for Victoria’s Secret, stakeholders are closely monitoring the company’s response to these pressures and the implications for its governance and future direction.